Consumer Gift Recipient Terms of Service

Consumer Gift Recipient

Terms of Service

Last Updated: May 21, 2020

These Terms of Service (these “Terms”) are between you and Loop Commerce, Inc. (“Loop”), and apply to your access to and use of Loop’s online products and services described in these Terms (collectively, the “Service”) in connection with gifts you are eligible to receive from a gift sender who uses our gifting platform and services to facilitate gift giving (“Gift Sender”). These Terms do not change the terms or conditions of any other written agreement you may have with Loop or any of its Affiliates.

THESE TERMS CONSTITUTE AN ENFORCEABLE AGREEMENT BETWEEN YOU AND LOOP. PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL APPLICABLE LAWS. IF YOU DO NOT AGREE TO ALL OF THE TERMS, CONDITIONS, AND RESTRICTIONS SET FORTH IN THESE TERMS, LOOP DOES NOT GRANT YOU THE RIGHT TO USE THE SERVICE.

For purposes of these Terms, “Loop,” “us,” “we,” or “our” refers only to Loop and its assigns. “You” or “your” or “Gift Recipient” refers to any person who accesses or uses the Service.

1. PRIVACY

Loop’s privacy policy is incorporated into these Terms. Please see http://www.loopcommerce.com/privacy/.

2. ELIGIBILITY; PROFILE INFORMATION

You must be at least 13 years old to access and use the Service. If you are between the ages of 13 and 18 years old, you may use and access the Service only under the supervision of your parent or guardian who has agreed to be bound by these Terms. To access certain areas and features within the Service, you may be required to provide certain information to Loop. All information that you provide must be accurate, truthful, current, and complete. You accept all risks of unauthorized access and use relating to your use of the Service and will notify us promptly if you discover or suspect any unauthorized access or use.

3. DESCRIPTION OF THE SERVICE

(A) General

The Service is a platform that is designed to facilitate the selection and/or transfer of certain gifts (e.g., Products or gift cards as described below) (each a “Gift”) from companies, organizations, and/or other Gift Senders to individual recipients, including you. These terms apply to you as a Gift Recipient. Our Service may only be used by you pursuant to our then current documentation, policies and procedures. The functions, features, documentation, policies, and procedures relating to the Service may be enhanced, changed or discontinued, as applicable, by us at any time.

(B) GIFTS

The Service may include the ability for you, the Gift Recipient, to: (i) select one or more applicable products (each a “Product”) available from a Gift Sender or the Gift Sender’s designated supplier or merchant (“Merchant”); (ii) select an applicable gift card, or (iii) use other functions and features in the Service, in each case, as and if made available by the Service to you, the Gift Recipient.

Certain Products may be specifically branded as directed by the Gift Sender (e.g., branded by a company for you as an award). Other Products may be generally available consumer products available in retail stores.

Loop does not guarantee or promise that any specific Gift will be made available to you, and Gift Senders will determine your eligibility for Gifts, including branded or unbranded Products or gift cards. You also acknowledge and agree that (i) Loop is not responsible for any Gifts, (ii) you should contact the Gift Sender (and/or Merchant) to address any concerns you may have regarding Gifts, and (iii) other terms, conditions, policies and procedures may apply as established by the Gift Sender and/or Merchant for any particular Gift. In addition, we may refuse to provide a Gift if we have a good faith concern regarding your eligibility to receive the Gift or if there are unusual risks relating thereto, but will reasonably coordinate and review with you and/or the Gift Sender to address such situation if reasonably requested pursuant to our policies and procedures.

(C) LOOP SUPPORT

We may, but are not obligated, to provide support in connection with the Service or any actual or potential Gift or Merchant, including with respect to any issues, disputes, exchanges, or returns you may have relating to a Gift. When we provide such support, it is a part of the Service and subject to the other provisions of these Terms.

4. USE OF THE SERVICE

(A) OWNERSHIP

Loop and each of its licensors reserve all rights not expressly granted in these Terms. Except for the license in these Terms below, you are not granted any rights in or to the Service by implication, estoppel, or other legal theory, and all rights in and to the Service not expressly granted in these Terms are hereby reserved and retained by Loop (or its applicable Licensor). All information, materials, and content including text, graphics, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces, source and object code, format, queries, algorithms, and other content (collectively “Loop Material”) is owned by Loop or its applicable licensor. This Loop Material is protected in all forms, media, and technologies now known or later developed.

(B) LICENSE

Subject to these Terms, Loop grants you a non-exclusive, non-transferable, revocable license to use the Service (including any Loop Materials therein) solely for use in order to access the Service made available to you. This license will govern any upgrades provided by Loop that replace or supplement the original Service, unless such upgrade is accompanied by a separate license, in which case the terms of that license will govern. We reserve the right to terminate such license at any time and for any or no reason.

(C) RESTRICTIONS

You are solely responsible for your conduct (and the conduct of anyone who uses the Service on your behalf or with your permission) in connection with the Service, which you use at your own risk. Except as expressly permitted in writing by us, you will not do, and will not permit any third party to do, any of the following in connection with the Service:

copy, adapt, hack, or reproduce the Service;
distribute, rent, lease, lend, sell, or sublicense the Service;
modify, port, translate, or create derivative works of the Service;
remove, alter, or obscure any copyright, trademark, or other proprietary rights notice or labels on or in the Service;
decompile, reverse engineer, disassemble, attempt to derive the source code, underlying ideas, or algorithms of the Service or any part of the Service, except to the extent required by applicable law;
knowingly take any action that would cause the Service or any part the Service to be placed in the public domain;
use the Service other than as described in our documentation for the Service (e.g., to receive personal Gifts for which you are the intended recipient);
use the Service in any manner that could interfere with, disrupt, negatively affect, or inhibit Loop's other users from fully enjoying the Service or related platforms (e.g., platforms and services relating to Gift sending);
stalk, intimidate, threaten, harass, or cause discomfort to other Gift Recipients or Gift Senders;
harvest or collect information about other users of the Service, or execute any ‘screen scrapping’ of our or Gift Senders’ or Merchants’ websites without our and/or their consent, as applicable;
impersonate or use the Service on behalf or any person or entity or otherwise misrepresent your affiliation with a person or entity;
use the Service for any illegal or unauthorized purpose or engage in, encourage, or promote any illegal activity, or any activity that violates these Terms;
infringe on any third party’s rights, including, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
execute any form of network monitoring or run a network analyzer or packet sniffer or other technology to intercept, decode, mine or display any packets used to communicate between the Service’s servers or any data not intended for you; or
infringe or violate any of Loop's rights.

If you violate any of the foregoing restrictions, your right to use of the Service will stop immediately and automatically, and you will have infringed the copyright and other rights of Loop, which may subject you to prosecution and damages.

In addition, if you select or receive a Gift as a result of your unauthorized or deceptive use of the Service, breach of these Terms, or an error, you will return the Gift upon request; if the error was caused by us or a Gift Sender, Loop (or the Gift Sender) will pay for the shipping and other reasonable costs for the return (or exchange, if applicable) of the Gift.

(D) USER CONTENT

The Service may include interactive areas or services, such as forums, chat rooms, message boards, online hosting, storage services, or other areas or services, in which you or other users may create, post, or store content, messages, materials, data, information, text, music, sound, photos, video, graphics, applications, code, or other items or materials (“User Content”). User Content is publicly viewable. Loop reserves the right, but does not have the obligation, to remove, screen, or edit any User Content posted or stored on the Service at any time and for any reason without notice. You will not (and will not allow or authorize any third party to) post, upload to, transmit,

distribute, store, create, solicit, disclose, or otherwise publish through the Service any of the following:

User Content that is, in Loop's judgment, disrespectful or may expose Loop, Users, or others to harm or liability;
User Content that may infringe the patent, trademark, trade secret, copyright, intellectual, privacy, or proprietary right of any party;
private information of any third parties, including addresses, phone numbers, and payment card information;
viruses, corrupted data or other harmful, disruptive, or destructive files; or
User Content that inhibits any other person from using or enjoying the Service.

You are solely responsible for creating backup copies of and replacing your User Content at your sole cost and expense. By submitting or posting User Content, you hereby grant to Loop a non-exclusive, transferable, royalty-free, perpetual, irrevocable, sublicensable right to use, reproduce, modify, adapt, publish, translate, sell, create derivative works from, distribute, perform, and display the User Content, and your name, company name, location, and any other information you submit with the User Content, in connection with the Service. The use of your or any other user’s name, likeness, voice, or identity in connection with the Service does not imply any endorsement thereof unless explicitly stated otherwise.

5. FEEDBACK

Any suggestions, comments, or other feedback you provide regarding Loop or the Service will constitute our confidential information. We are free to use, disclose, reproduce, license, distribute, and exploit this feedback as we see fit without obligation or restriction of any kind.

6. THIRD-PARTY ADVERTISING / LINKS

Loop may run advertisements and promotions from third parties through the Service or may provide information about or links to third-party products or services, including the Merchants. Your business dealings or correspondence with, or participation in promotions of, any such third parties, and any terms, conditions, warranties, or representations associated with such dealings, correspondence, or promotions, are solely between you and the applicable third party. Loop is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, correspondence, or promotions or as the result of the presence of such non-Loop advertisers or third-party information made available through the Service. We do not control any third-party websites or services which may be linked to the Service or the content provided through such websites or services. Your use of such third-party websites and services is subject to the privacy practices and terms of use established by the third party operating such website or service, and we disclaim all liability for such use. Further, descriptions of, or references to, third-party products, services or publications within the Service do not imply endorsement of, and we are not responsible for any such product, service or publication.

7. TRADEMARKS

Loop’s name, Loop and Loop Commerce trademarks, Loop’s logos, and any other Loop product, service name, or slogan included in the Service are trademarks of Loop and may not be copied, imitated, or used (in whole or in part) without Loop’s prior written permission. The look and feel of the Service, including all custom graphics, button icons, and scripts are the service marks, trademarks, or trade dress of Loop and may not be copied, imitated, or used (in whole or in part) without our prior written permission. All other trademarks, registered trademarks, product names, and company names or logos mentioned in the Service (“Third Party Trademarks”) are the property of their respective owners, and the use of such Third Party Trademarks inures to the benefit of each owner. The display or use of such Third Party Trademarks does not constitute an affiliation by or with Loop and its licensors with such company or an endorsement or approval by such company of Loop or our licensors or our respective products or services.

8. COPYRIGHT POLICY

Repeat Infringer Policy. In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, Loop has adopted a policy of terminating, in appropriate circumstances and at Loop's discretion, users who are deemed to be repeat infringers. We also may, at Loop's discretion, limit access to the Service and terminate access of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Copyright Complaints. If you believe that anything on the Service infringes upon any copyright that you own or control, you may file a notification with Loop’s Designated Agent as set forth below:

Loop Commerce, Inc.

Attn: Copyright Agent

150 W Evelyn Eve

Mountain View, CA 94041

Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. If you knowingly misrepresent in your notification that the material or activity is infringing, you may be liable for any damages, including costs and attorneys’ fees, incurred by Loop or the alleged infringer as the result of Loop relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.

9. CHANGES TO THESE TERMS OR THE SERVICE

Loop reserves the right to change any of the terms, conditions, and restrictions set forth in these Terms at any time at Loop’s discretion by posting the changes via the Service. Additional notice may be provided by sending an email to you or by such other form of notice as determined by Loop. Changes to these Terms will only become effective at the end of the 30-day period commencing upon the posting of the changes to the Terms via the Service (“Notice Period”). If you disagree with any changes, you must stop using the Service within the Notice Period. Your use of the Service after the Notice Period constitutes your acceptance of the changes. We recommend that you review these Terms whenever you access the Service and at least every 30 days to make sure that you understand the terms, conditions, and restrictions that will apply to your use of the Service.

Loop reserves the right at Loop’s discretion to review, improve, change, or discontinue (temporarily or permanently) the Service or any functions, features, information, materials, content, policies, procedures relating to the Service without notice to you. Loop will not be liable to you or any third party for any changes or discontinuance of the Service or any portion of the Service.

10. SUSPENSION OR TERMINATION

We reserve the right to suspend operation of the Service for any reason and without prior notice.

Loop may suspend or terminate your license to access or use the Service for any reason without notice at Loop’s discretion. You will stop accessing or using the Service immediately if Loop suspends or terminates your license to access or use the Service. Loop reserves the right, but does not undertake any duty, to take appropriate legal action including the pursuit of civil, criminal, or injunctive redress against you for continuing to use the Service during suspension or after termination. Loop may recover its reasonable attorneys’ fees and court costs from you for such actions. These Terms will remain enforceable against you while your license to access or use the Service is suspended and after it is terminated. Except for the license to you to access and use the Service, all of the terms, conditions, and restrictions set forth in these Terms will survive termination of these Terms.

11. DISCLAIMERS

YOUR USE OF THE SERVICE AND THE SELECTION AND USE OF GIFTS IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ALTHOUGH THE SERVICE MAY FACILITATE YOUR SELECTION OR RECEIPT OF A GIFT, LOOP HAS NO RESPONSIBILITY OR LIABILITY IN CONNECTION WITH ANY GIFT THAT YOU MAY OR MAY NOT SELECT OR RECEIVE IN CONNECTION WITH THE SERVICE. LOOP DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THESE TERMS, THE SERVICE, GIFTS, THE MERCHANTS, THE LOOP MATERIAL, AND THIRD PARTY TRADEMARKS WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, WARRANTIES OF FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT LOOP KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, or IS OTHERWISE AWARE OF ANY SUCH PURPOSE), AND WARRANTIES OF NON-INFRINGEMENT OR CONDITION OF TITLE. LOOP DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICE WILL BE ACCURATE OR MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED.

12. INDEMNIFICATION

You will defend, indemnify, and hold harmless Loop, its Affiliates, and its and their respective directors, officers, employees and agents from any and all liability, claims or causes of action (known or unknown) arising from and against any actual or threatened suits, actions, proceedings (at law or in equity), claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees, costs, penalties, interest, and disbursements) arising from or related to your acts or omissions with respect to the Service, your violation (or alleged violation) of these Terms, your relationship or disputes with any Gift Sender, Gifts (whether received or not), or the rights of any third party, unless arising from Loop’s proven gross negligence or willful misconduct.

13. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL LOOP OR ITS AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHATSOEVER, ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICE, GIFTS, THE LOOP MATERIAL, OR THIRD PARTY TRADEMARKS, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY), EVEN IF LOOP OR ITS AFFILIATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.

14. ARBITRATION

PLEASE READ THE FOLLOWING PROVISIONS CAREFULLY BECAUSE THEY REQUIRE YOU AND LOOP TO ARBITRATE DISPUTES AND LIMITS THE MANNER IN WHICH BOTH PARTIES CAN SEEK RELIEF.

You and Loop will arbitrate any dispute, claim, or controversy arising from or related to these Terms or the Service, except that neither you nor Loop is required to arbitrate any dispute in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. ARBITRATION PREVENTS YOU AND LOOP FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. You and Loop will notify each other of any dispute within 30 days of when it arises and attempt informal resolution before any demand for arbitration. Arbitration will be conducted confidentially by phone or at a location reasonably convenient to the parties, by a single arbitrator in accordance with the rules of the American Arbitration Association (AAA) or JAMS (or their successors). Except as expressly provided in these Terms, the arbitrator has the authority to grant any remedy that would otherwise be available in court (but only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim). This Arbitration Section is governed by the Federal Arbitration Act (“FAA”). The arbitrator will render a confidential written opinion including findings of fact and law, and the award and determination of the arbitrator will bind the parties and will not be subject to appeal, except for any appeal right under the FAA. Judgment may be entered upon the award of the arbitrator in any court of competent jurisdiction. The parties will equally share the expenses of the arbitration unless the arbitrator determines to apportion fees and expenses differently. Loop will always pay arbitration costs required by the administrator’s rules or that are necessary for this Arbitration section to be enforced.

NO CLASS ACTIONS. To the fullest extent permitted by applicable law, NO ARBITRATION OR CLAIM UNDER THESE TERMS WILL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICE, AND NO PARTY will commence against the other a class action, class ARBITRATION, private attorney general action or other representative action or proceeding, either as a CLASS REPRESENTATIVE or class MEMBER.

You can choose to reject this agreement to arbitrate (“opt out”) by sending Loop a written opt-out notice (the “Opt-Out Notice”) to legal@loopcommerce.com within 30 days after the date you accept these Terms for the first time. The Opt-Out Notice must state that you do not agree to this agreement to arbitrate and must include your name, address, phone number, and email address. You must sign the Opt-Out Notice for it to be effective. This procedure is the only way you can opt-out of this agreement to arbitrate. If you opt-out of this agreement to arbitrate, all other parts of these Terms will continue to apply.

15. VENUE; GOVERNING LAW

The state and federal courts located in New York, New York, will have exclusive jurisdiction over any suit in connection with the Service or these Terms that is not subject to arbitration, and you and Loop hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts. These Terms and your access to or use of the Service will be governed by, construed in accordance with, and enforced under the laws of the State of New York, without resort to its conflict of law provisions.

16. MISCELLANEOUS

Except as otherwise expressly elsewhere in these Terms, there will be no third party beneficiaries to these Terms. Enforcement of these Terms is solely at Loop’s discretion, and failure to enforce any part of these Terms in some instances does not constitute a waiver of Loop's right to enforce the same or other part of these Terms in other instances. As used in these Terms, “including” means “including (without limitation).” The section headings of these Terms are for reference purposes only and will not affect the meaning or interpretation of these Terms. If any provision of these Terms is or becomes unlawful, void, or otherwise unenforceable (including the warranty disclaimers and liability limitations set forth above), then that provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remaining provisions of these Terms will continue in full force and effect.

17. NOTICE FOR CALIFORNIA USERS

Under California Civil Code Section 1789.3, California Website users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 150 W Evelyn Eve, Mountain View, CA 94041.

18. QUESTIONS

If you have any questions regarding the use of the Service, please email Loop at legal@loopcommerce.com.